In the matter of NGI Software Pty Limited

NGI Software Pty Limited was the subject of a winding up petition presented by the Australian Taxation Office. The sole director and shareholder of the company became bankrupt shortly before the adoption of a resolution that the company be wound up. The Official Liquidator sought to convene a creditors’ meeting to consider the winding up of the company. NGI Software Pty Limited sought an extension of time to convene the creditors’ meeting to allow for the appointment of a provisional liquidator.

The primary legal issue before the court was whether the appointment of liquidators was procedurally defective because the sole director and shareholder of the company was bankrupt at the time the resolution to wind up the company was adopted. The court also had to determine whether an extension of time to convene the creditors’ meeting should be granted to allow for the appointment of a provisional liquidator.

The court held that the appointment of liquidators was not procedurally defective, as the resolution to wind up the company was adopted before the sole director and shareholder became bankrupt. The court found that the company’s constitution permitted the sole director and shareholder to call a meeting and make the resolution, and that the resolution was validly adopted. The court also held that an extension of time to convene the creditors’ meeting should be granted, as it was in the interests of the company’s creditors to allow for the appointment of a provisional liquidator. The court found that the Official Liquidator was not prejudiced by the delay, and that the creditors would benefit from the appointment of a provisional liquidator.

The court ordered that an extension of time be granted to convene the creditors’ meeting, and that the Official Liquidator convene the meeting within 14 days. The court also ordered that the Official Liquidator be appointed as provisional liquidator of the company, and that the creditors’ meeting be convened to consider the winding up of the company.